Stock Code: 300237 stock abbreviation: Shandong Meichen Ecology & Environment Co.Ltd(300237) Announcement No.: 2021-105 securities code: 112558 securities abbreviation: 17 Meichen 01
Shandong Meichen Ecology & Environment Co.Ltd(300237)
Announcement on the plan of non-public issuance of corporate bonds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
According to the needs of the company’s business development, in order to broaden the company’s financing channels and optimize the company’s financing structure, Shandong Meichen Ecology & Environment Co.Ltd(300237) plans to apply for non-public issuance of corporate bonds with a scale of no more than RMB 1.5 billion (including RMB 1.5 billion). The issuance scheme is as follows:
1、 Notes on the company’s compliance with the conditions for non-public issuance of corporate bonds
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of corporate bond issuance and trading, the guidelines for undertaking negative list of corporate bond projects of non-public development banks and other relevant laws, regulations and normative documents, the board of directors of the company has conducted self-examination and demonstration in combination with the actual situation of the company, Confirm that the company complies with the provisions of laws, regulations and normative documents on non-public issuance of corporate bonds, such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of corporate bond issuance and trading, the guidelines for undertaking negative list of corporate bond projects of non-public development banks, and has the qualifications and conditions for non-public issuance of corporate bonds.
2、 Overview of this non-public issuance of corporate bonds
1. Issuance scale: no more than RMB 1.5 billion (including RMB 1.5 billion).
2. Term and variety of bonds: the term is no more than 5 years (including 5 years), which can be a single term variety or a mixture of multiple terms. The specific term composition of the bonds and the issuance scale of each term category shall be submitted to the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors to determine within the above scope according to the market conditions and the company’s capital needs before issuance.
3. Purpose of raised funds: the raised funds of the bonds are intended to repay corporate bonds due in 2022 and supplement working capital. The specific purpose of the raised funds shall be determined by the board of directors or the authorized person of the board of directors authorized by the general meeting of shareholders according to the company’s fund demand and the company’s financial structure.
4. Guarantee method: the bond guarantee and specific guarantee method shall be submitted to the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to determine according to relevant regulations and market conditions.
5. Issuance method: after completing the necessary issuance procedures, the bonds will be non-public issued to professional investors in China; The specific issuance scale and installment method shall be submitted to the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors to determine according to the company’s capital demand and market conditions at the time of issuance.
6. Method of repayment of principal and interest: the interest shall be paid annually by simple interest, and the principal shall be repaid once due. The annual interest payment shall not be subject to interest from the date of interest payment, and the principal shall not be subject to interest from the date of principal cashing.
7. Validity of the resolution: the validity of the resolution on the bonds is 24 months from the date of deliberation and adoption by the general meeting of shareholders. If the board of directors and / or the authorized person of the board of directors have decided on the issuance of relevant corporate bonds within the validity period of the authorization, and the company has also obtained the issuance approval, license, filing, registration or registration (if applicable) from the regulatory authority within the validity period of the authorization, the company may The issuance or partial issuance of relevant corporate bonds shall be completed within the validity period of registration or registration confirmation.
8. Debt repayment guarantee measures: after the issuance of the bonds, in case of failure to pay the principal and interest of the bonds on schedule or failure to pay the principal and interest of the bonds on schedule at maturity, it is agreed that the company shall at least take the following measures, and submit to the general meeting of shareholders of the company to authorize the board of directors of the company to handle all matters related to the following measures:
(1) Do not distribute profits to shareholders;
(2) Suspend the implementation of capital expenditure projects such as major foreign investment, mergers and acquisitions;
(3) Reduce or suspend the salaries and bonuses of directors and senior managers;
(4) The main responsible person shall not be transferred.
3、 The non-public issuance of corporate bonds requires the authorization of the general meeting of shareholders
In order to ensure the company’s efficient and orderly issuance and listing of non-public corporate bonds, referring to market practices, the board of directors of the company requests the general meeting of shareholders of the company to authorize the board of directors and the authorized persons of the board of directors in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of corporate bond issuance and trading and other relevant laws In accordance with the relevant provisions of laws and regulations, normative documents, the articles of association and the market conditions at that time, under the framework and principles of the issuance scheme deliberated and approved by the general meeting of shareholders, and based on the principle of safeguarding the maximization of the interests of the company’s shareholders, the company has full authority to handle the matters related to the non-public issuance of corporate bonds (“the bonds”), including but not limited to:
1. In accordance with national laws and regulations, relevant provisions of securities regulatory authorities and internal resolutions of the company, and according to the actual situation of the company and the market, formulate the specific issuance plan of the bonds and revise and adjust the issuance terms of the bonds, including but not limited to the specific issuance model, issuance method, bond term, bond variety, bond interest rate and its determination method Issuance timing (including whether to issue by stages and the number of issuance periods), guarantee arrangement, whether to set up resale clause, redemption clause and coupon rate option clause, purpose of raised funds, underwriting arrangement, rating arrangement, term and method of principal and interest repayment, specific debt repayment guarantee, specific subscription method, specific placement arrangement, bond transfer place Termination of issuance and other matters related to the issuance scheme;
2. Hire an intermediary institution for the bonds, determine its professional service fees, and handle the declaration of the bond issuance;
3. Select the bond trustee for the bonds, approve the signing of the bond trustee agreement and formulate and modify the rules of the bondholders’ meeting;
4. Handle the declaration of this bond issuance and the transaction and circulation after the issuance, including but not limited to: formulating, authorizing, signing, executing, modifying and completing all necessary legal documents, contracts and agreements related to this bond issuance and listing; Make relevant information disclosure according to the requirements of laws, regulations and normative documents; Prepare and submit relevant application documents to the regulatory authorities, and supplement and adjust the application documents accordingly according to the requirements of the regulatory authorities; After the completion of this issuance, it is fully responsible for handling matters related to bond listing and trading;
5. Negotiate with relevant commercial banks on the opening of special accounts for raised funds, and timely sign tripartite supervision agreements with underwriters and commercial banks storing raised funds according to the progress of the project; 6. In case of any change in the policy of the regulatory authorities on the issuance of corporate bonds or in the market conditions, except for matters requiring re voting by the general meeting of shareholders in accordance with relevant laws, regulations and the articles of association of the company, Adjust the specific plan of this bond issuance and other related matters according to the opinions of the regulatory authorities, or decide whether to continue this bond issuance according to the actual situation;
7. Sign, modify and terminate all agreements, contracts, memoranda and other documents related to the bonds; 8. Handle other matters related to the bonds;
This authorization starts from the date of approval by the general meeting of shareholders of the company to the date of completion of the above authorized matters. The board of directors of the company requests the general meeting of shareholders to approve that the board of directors authorizes the chairman of the company to be the authorized person of the board of directors for this bond issuance, specifically handle the affairs related to this issuance and sign relevant legal documents. The above authorized person has the right to handle the above matters related to the issuance of bonds on behalf of the company in the process of the issuance of bonds in accordance with the scope of authorization determined by the resolution of the general meeting of shareholders of the company and the authorization of the board of directors.
4、 Review and decision-making procedures for this non-public issuance of corporate bonds
The matters related to the proposed non-public issuance of corporate bonds have been deliberated and adopted at the sixth meeting of the Fifth Board of directors of the company, and need to be submitted to the general meeting of shareholders of the company for deliberation and implemented after being approved by relevant regulatory authorities. The company will timely disclose the information related to the application for non-public issuance of corporate bonds. It is uncertain whether the company’s non-public issuance of corporate bonds can be approved. Please invest rationally and pay attention to investment risks. 5、 Documents for future reference
1. Shandong Meichen Ecology & Environment Co.Ltd(300237) resolution of the sixth meeting of the Fifth Board of directors.
2. Shandong Meichen Ecology & Environment Co.Ltd(300237) resolution of the sixth meeting of the Fifth Board of supervisors.
3. Independent opinions of independent directors on matters related to the sixth meeting of the Fifth Board of directors.
It is hereby announced.
Shandong Meichen Ecology & Environment Co.Ltd(300237) board of directors
December 31, 2021
